Equity Acquisition Agreement Quhuo Limited with Quhuo International Trade (HK) Limited, Longx Tech Limited, Highland Vision Holding LTD, and Genan Tech Limited July 1, 2024
Exhibit 10.2
Quhuo Limited
with
Quhuo International Trade (HK) Limited,
Longx Tech Limited,
Highland Vision Holding LTD,
and
Genan Tech Limited
July 1, 2024
This equity acquisition agreement (this “Agreement”) is made and entered into by and between the following parties on July 1, 2024, in Beijing, PRC:
Transferee (hereinafter referred to as Party A): Quhuo Limited, a company incorporated under the laws of the Cayman Islands;
Transferors (each an “Transferor” and hereinafter collectively referred to as Party B or the original shareholders):
| (1) | Transferor 1: Longx Tech Limited, a company incorporated under the laws of the British Virgin Islands; |
| (2) | Transferor 2: Highland Vision Holding LTD, a company incorporated under the laws of the British Virgin Islands; and |
| (3) | Transferor 3: Genan Tech Limited, a company incorporated under the laws of the British Virgin Islands, |
Target Company: QUHUO INTERNATIONAL TRADE (HK) LIMITED, (hereinafter referred to as Party C), a company incorporated under the laws of Hong Kong.
WHEREAS:
| 1. | Party B, as the original shareholders, own certain ordinary shares of the Target Company, in which Transferor 1 owns approximately 9.49%, Transferor 2 owns approximately 10.25%, and Transferor 3 owns 9.90%, respectively, of the total issued and outstanding equity of the Target Company. |
| 2. | Based on a valuation analysis dated July 1, 2024 issued by CHFT Advisory and Appraisal Limited (“CHFT”), the valuation of Party C is in a range between US$90 million to US$102 million. The Parties hereby agree that the Target Company has a total equity value of US$100 million as of the date of this Agreement. |
| 3. | Party A proposes to acquire all of ordinary shares of Target Company owned by Party B (the “Purchased Shares”) on the terms and conditions set forth in this Agreement based on a discounted total equity value of the Target Company of US$94 million, subject to adjustment to the valuation as contemplated in this Agreement. |
| 4. | The Purchased Shares represent an aggregate of approximately 29.64% of the issued and outstanding equity of the Target Company . |
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Party A, Party B and Party C (hereinafter collectively referred to as the Parties) hereto agree as follows:
Article 1 Purchase and Sale
1.1 Subject to the terms and conditions of this Agreement, at the Closing, each Transferor, severally and not jointly, agrees to sell, assign and transfer to Party A, and Party A agrees to purchase from each Transferor, the number of shares of Target Company set forth opposite the name of each Transferor on Schedule A attached hereto, free and clear of any Liens or rights or claims of others. Following the Closing (as defined herein), Party A will hold the aggregate 29.64% of the issued and outstanding equity of Target Company currently held by Party B.
Article 2 Purchase Price
The Parties agree that Party A will acquire the Purchase Shares for the purchase price (“Purchase Price”) set forth the opposite the name of each Transferor on Schedule A attached hereto.
Article 3 Closing
3.1 Payment of Purchase Price: Party A shall remit the Purchase Price to Party B at Closing (as defined below).
3.2 Subject to the terms and conditions of this Agreement, the closing of the transaction hereunder (the “Closing”) shall be completed within five (5) business days (the date on which the Closing actually occurs, the “Closing Date”) after the Closing conditions are proved to be met or waived by Party A (except for those that should be met on the Closing Date pursuant to its terms).
The Target Company shall deliver a written notice to Party A within two (2) business days after the closing conditions are met (excluding those that should be met on the Closing Date pursuant to its terms), informing Party A that such conditions have been met and shall provide all supporting documents satisfactory to all Parties.
3.3 At or prior to Closing, the Target Company and Party B shall deliver to Party A each of the following documents:
(a) The shareholder register signed by the authorized representative of the Target Company, showing that the equity proportion registered by Party A in such shareholder is no less than 90.10%, and there is no encumbrance on the equity of the target company;
(b) The resolution duly and validly adopted by the shareholders of the Target Company certifying that they have approved and authorized the Closing and agreed to the investment and share transfer provided hereunder;
(c) ▇▇▇▇ executed copies of this Agreement and such other ancillary documents as Party A may deem to be necessary to complete the Closing;
Article 4 Obligations of the Transferors and the Target Company
4.1 Both Party B and the Target Company shall cooperate with and assist Party A in auditing, assessment and other financial evaluation of the Target Company.
4.2 Party B and the Target Company shall, and shall cause their respective shareholders to (to the extent necessary), promptly sign and provide all relevant documents to be signed and provided by them in connection with such equity transfer which are required to be submitted for approval.
Article 5 Post-Closing Obligations of the Transferee
5.1 Party A will be responsible for supervising and urging the Target Company to handle the approval procedures for such equity transfer in a timely manner pursuant to the provisions hereof.
5.2 Party A shall issue relevant documents that shall be signed or issued by it to complete such equity transfer.
Article 6 Representations and Warranties
6.1 Joint representations and warranties
6.1.1 Each party shall have all necessary corresponding rights, powers, and authorizations to sign this Agreement, fulfill their respective obligations hereunder and complete the proposed transaction.
6.1.2 This Agreement constitutes the legal, valid, and binding obligations of all Parties, and may be enforced in accordance with the terms hereof.
6.1.3 The execution, delivery and performance of this Agreement by the Parties does not and will not violate or conflict with any laws or government directives applicable to the parties and any binding agreements, contracts and other legal documents entered into by the parties.
6.1.4 Each Party has obtained any and all written consents, approvals and authorizations from third parties, which are necessary to execute, deliver and perform this Agreement and complete the transactions hereunder.
6.1.5 Each Transferor owns its ordinary shares in the Target Company free and clear of all liens or encumbrances.
6.2 Representations and warranties of the Target Company and Party B
In order to induce Party A to enter into this Agreement, the Target Company and Party B hereby make the following representations and warranties to Party A, which, to the best of their knowledge, are true, accurate, complete and free from misleading in any material respect:
6.2.1 The Target Company is legally incorporated, validly existing, and qualified limited liability companies under the laws of Hong Kong, with all necessary rights and powers to engage in their current and proposed business operations. They comply with the requirements of relevant government regulatory agencies in terms of law, finance, management, technology, intellectual property, business, company licenses, and government regulations.
6.2.2 The registered capital of the Target Company has been fully paid in accordance with its articles of association and the provisions of laws and regulations and there are no outstanding capital contribution commitments. The equity of the Target Company held by each Transferor is legally owned by the relevant Transferor. There is no encumbrance or dispute, nor any judicial seal, judicial freezing or other restriction of rights on such equity held by each Transferor. No person other than Party A shall have the right to purchase or acquire any equity, option or right from the Target Company orally or in writing.
6.2.3 The Target Company and Party B do not directly or indirectly own or control any other company, partnership, partnership, enterprise or other investment that forms a competitive relationship with the Target Company. The Target Company currently does not own or control, directly or indirectly, any interest in any other company, legal person, partnership, trust, joint venture, association or other business entity, nor is it a participant in any joint venture, partnership or similar arrangement; nor is there any real or potential obligation to engage in such arrangements or to make any equity investment.
6.2.4 All corporate actions required to authorize the Target Company to execute the transaction documents to which it is a party and those to be taken by the board of Directors and shareholders of the relevant company for this transaction have been taken or will be taken before closing. All the corporate procedures necessary for the execution and delivery of the transaction documents and the performance of all obligations that the Target Company shall fulfill in accordance with the transaction documents at the time of Closing have been or will be taken prior to Closing. When Party A, Party B and the Target Company execute and deliver the transaction documents, such transaction documents shall constitute the valid and legally binding obligations on the Target Company and Party B and shall be enforceable against them in accordance with its terms.
6.2.5 There is no pending or potential lawsuit, arbitration, administrative penalty, claim, investigation or other legal proceeding that is brought by any third party, court, government agency, or arbitration institution against or in connection with the Target Company, nor is there any unenforced rulings or judgments that will have a significant impact on the business operations of the Target Company.
6.2.6 Claims and debts
The Target Company undertakes not to have any undisclosed liabilities prior to Closing.
6.2.7 The execution and performance of this Agreement by the Target Company and Party B and the business activities of each of the Target Company and the Subsidiaries do not constitute a breach of any contractual agreement to which any of them is a party or a commitment to which they are bound (including but not limited to confidentiality and non-competition obligations) and do not constitute an infringement of the legal rights of any third party.
6.2.8 The employees, consultants, and independent partners of the Target Company have not infringed on the legitimate rights of former employer or other intellectual property holders, or engaged in any violations of confidentiality obligations, non-competitive obligations, and non-collusion obligations agreed with the Target Company, the corresponding former employer, and any other third party, or failed to serve the interests of the Target Company due to constraints of agreements or government directives or been in conflict with the interests of the Target Company.
6.2.9 The Target Company has complied with relevant laws and regulations (including but not limited to laws and regulations relating to medical institutions, environmental protection, labour, anti-unfair competition and anti-commercial bribery) in its corporate operations and all aspects of the Target Company's business are in compliance with the requirements of laws and government orders. The Target Company has paid all taxes on time and in full, and all tax statements, reports and forms required to be submitted by or on behalf of such entities (“Tax Statements”) have been provided to the appropriate governmental authorities in a timely manner, and all Tax Statements accurately reflected, in all material respects, the tax liability of the Target Company for the period, property or event recorded. All taxes, including the taxes in the Tax Statement or taxes deemed by any governmental authority to be payable by the Target Company, or levied on the Target Company's property, assets, capital, turnover or income, have been paid in full (except for taxes adequately reserved in the relevant management statement). There are no pending or potential inspections, inquiries, or audits by any regulatory authorities against the Target Company. All taxes required by law to be withheld by the Target Company have been withheld and submitted to the competent governmental authorities or are in the proper custody of the Target Company. The Target Company has no other tax liabilities or obligations of any nature unless such tax liabilities or obligations are (i) adequately reflected in the management statement or (ii) incurred in the ordinary course of business activities since the date of the management statement last provided to Party A.
6.3 The business operations of the Target Company are normal and there is no court judgment in Hong Kong declaring the Target Company bankrupt or insolvent (or similar circumstances). There are no proceedings pending against the Target Company for insolvency or bankruptcy (or similar circumstances) and no third party is about to commence such proceedings. There are no requests for termination, liquidation or dissolution of the Target Company, and no resolutions for liquidation or dissolution have been passed. The Target Company is able to meet its obligations as they come due and its assets are sufficient to satisfy all of its liabilities.
6.3.1 All material agreements of the Target Company are legally valid, binding and enforceable on the parties thereto. The Target Company has complied with or performed under such agreements, and there is no material breach, cancellation or invalidity of such agreements and the Target Company has not received any notice of any attempt to terminate such agreements. There are no outstanding agreements or arrangements to which the Target Company is a party which require (1) the allotment or issue of any shares, equity, debentures or other securities of the Target Company now or at any time in the future; (2) the entering into of any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (3) the granting to any person of a purchase of material assets or property of the Target Company; (4) the entering into any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (5) the entering into any contract, agreement or other arrangement granting to any person any preemptive right to purchase material assets or property or any equity interest in the Target Company (other than a purchase made in the ordinary course of business consistent with past practice); or (6) the entering into any other agreement or arrangement that has or may have a material effect on the financial or business condition or prospects of the Target Company.
6.3.2 Between the directors, officers or employees of the Target Company, or their respective spouses or children, or any affiliates of any of the foregoing and the Target Company, (i) there shall not exist any agreement, undertaking or any transaction that have been, are being, or are proposed to be conducted; (ii) there is no direct or indirect, unilateral or bidirectional, debt (except for wages yet to be paid), or commitment to provide loans or guarantees; (iii) they do not directly or indirectly enjoy interests or have significant business relationships with the agreement of the Target Company and the agreements signed by the Target Company; and (iv) they do not have direct or indirect ownership interests (except for those who obtain no more than 1% of shares through the open securities market) in any enterprise or company associated with, having business relationships with, or competing with the Target Company, or control such enterprise through loans, agreements, or other means, or serve as an executive, director, or partnership in such enterprise.
6.3.4 Except for the leased real estate, the Target Company owns a complete, market-valued rights to all of its property, rights and assets and there is no guarantee or other encumbrance on such rights.
6.3.5 As of the Closing Date, the Target Company has not received any notice from the Target Company's major customers, suppliers and partners, indicating that at any time after the Closing Date they will stop the use of the Target Company's products or services or other business relationships with the Target Company, or that they will materially reduce the use of the products or services or change the terms of the business relationship; The Target Company also has no reason to believe that the above situation may occur or that the proposed transaction hereunder will lead to the occurrence of the above situation.
6.3.6 Any facts related to the Target Company or business that may have a significant adverse impact have been fully disclosed to Party A, and there is no untrue statement of a material fact, nor is there omission of significant facts that are necessary to cause such statements not to be misleading. This Agreement, any other transaction documents, or any delivery documents delivered to Party A under this Agreement or any other transaction documents, or any other information, in written or electronic form, provided to Party A or its advisers by management, shareholders, the Target Company itself or by proxy in the course of Party A's due diligence and negotiations regarding this Agreement and other transaction documents, do not contain any untrue, inaccurate, or incomplete, or misleading information, nor do they omit any information that makes the information provided in such documents untrue, inaccurate, incomplete, or misleading.
6.3.7 The statements and warranties shall be made separately. Each statement and warranty shall be deemed to be a separate statement or warranty, and (unless there is a clear provision to the contrary) shall not be subject to any limitations due to reference to or induction of the terms of any other statement or warranty or any other provision hereof.
Article 7 Confidentiality
7.1 Confidentiality Obligation
Each party undertakes and shall promote its affiliates, their officers, directors, employees, agents, representatives, accountants, legal advisors, and other professional advisors to regard all of the following information as confidential information and keep it confidential (do not disclose the information or provide any party with access to such information to): (i) this Agreement and the terms of other transaction documents and negotiations regarding this Agreement and any other transaction documents; and (ii) all other confidential or proprietary information provided by other parties relating to business secrets, technology, copyrights, patents, trademarks, pricing and marketing plans, detailed information of customers and consultants, business plans, business acquisition plans, new personnel recruitment plans, and all other parties and their respective affiliates.
7.2 The confidentiality obligation stipulated in this article shall not apply to the following situations:
7.2.1 Information independently developed by a party concerned or obtained from a third party, provided that such third party has the right to disclose such information;
7.2.2 The disclosure of information is required by binding judgments, orders, requirements, rules or regulations of laws, courts or government departments, provided that the other parties shall be notified by the disclosing party of such requirement in advance within a reasonable time prior to disclosure;
7.2.3 Information disclosed in confidence to a party's professional advisers or information that needs to be reasonably disclosed for the purpose of evaluating the party's investment in the Target Company;
7.2.4 Information disclosed to any prospective lender or investor with the prior written consent of the parties other than the disclosing party;
7.2.5 Information that becomes freely available in the public domain (not as a result of breach of this provision);
7.2.6 Information disclosed by Party A or the Target Company to any bona fide potential investors (including prospective buyers of transaction) of any equity of Party A or the Target Company, provided that such potential investors shall provide a confidentiality commitment in favor of Party A or the Target Company, as applicable.
7.3 No publicity
Each Party shall not and shall ensure that its affiliates shall not make any announcement or notice in respect of the existence or content of this Agreement and any other transaction documents without Party A's prior written approval. The aforementioned provisions shall not affect any announcement or notice required by any law or regulatory authority, provided that the party under the obligation to issue such announcement or notice shall, within a reasonable and feasible range, consult with Party A before complying with such obligation.
Article 8 Liabilities
Any and all liabilities incurred by, or arising from the operations or any action of, the Target Company prior to the Closing, shall be borne by the original shareholders in proportion to their original shareholding in the Target Company prior to the Closing. Any obligations determined by proposals, notices, orders, judgments, decisions, etc. made by relevant administrative or judicial departments against the Target Company for its behavior before this acquisition shall also be borne by the original shareholders in proportion to their original shareholding in the Target Company prior to the Closing.
Article 9 Additional Covenants of Party B
The parties agree that, in connection with the purchase of Purchased Shares from Transferor 1, Transferor 2 and Transferor 3, respectively (each a “Note Holder” and collectively, the “Note Holders”), Party A shall issue and transfer to each Note Holder a convertible note substantially in the form attached hereto as Exhibit A with a principal amount set forth opposite the name of each Transferor on Schedule A attached hereto (the “Convertible Note”), which may be convertible into shares of Party A’s Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). The Parties further agree and undertake that, the number of Class A Ordinary Shares converted from each Convertible Note may be adjusted as contemplated in the Convertible Note to be issued to each Note Holder on the Closing Date. The parties further agree that the Note Holders shall have no voting rights as the holder of the Convertible Note.
Article 10 Recission
10.1 The parties agree and undertake that, in the event that (i) a Voluntary Conversion (as defined in the Convertible Note) has not occurred prior to the Maturity Date (as defined in the Convertible Note) pursuant to Section 5(c) of the Convertible Note and (ii) any Note Holder notifies Party A on a written notice no less than ten (10) business days prior to the completion of an initial public offering of Quhuo International or its overseas holding company that such Note Holder desires not to convert the outstanding balance of the Convertible Note (the “Outstanding Balance”) as contemplated therein, (x) Party A shall pay the Outstanding Balance to such Note Holder in full, or (y) such Note Holder shall have the right to rescind the sale to Party A all of such Note Holder’s right, title and interest in the Purchase Shares pursuant to the this Agreement as mutually agreed upon Party A and such Note Holder, in which case Party A and such Note Holder shall promptly take all actions as may be necessary or desirable to give effect to the rescission and to restore to each Party A and such Note Holder its rights, powers and obligations as in existence immediately prior to the transaction contemplated herein, including execution by Party A of such assignments, transfers and other documents and instruments as may be necessary or desirable to convey, assign and transfer back to such Note Holder of the Purchase Shares sold by such Note Holder, and execution by Party A and such Note Holder of such documents and instruments as may be necessary or desirable to relieve each party for any liabilities existing on the Maturity Date.
10.2 In case any Note Holder rescinds the sale of the Purchase Shares to Party A pursuant to Section 10.2, such recission shall not in any way affect or impair the validity, legality or enforceability of the sale of the Purchase Shares between other Note Holders and Party A to the extent that other Note Holders have not exercised their rights to rescind the transaction contemplated herein pursuant to Section 10.1.
Article 11 Others
11.1 Liability for Breach
11.1.1 If one party fails to perform or suspends its obligations under this Agreement, or if any statements and guarantees made by the party are untrue or inaccurate in any material respect, the party shall be deemed to have breached this Agreement.
11.1.2 The defaulting party shall commence remedying the non-performance of the Agreement within seven (7) days after receiving a written notice from the other party in respect of such breach (which must reasonably and specifically describe the nature of the breach) and shall complete the remedy within thirty (30) days after receiving such a notice. Furthermore, if any party's breach of this Agreement causes any expense, liabilities, or losses to be incurred by the other party, the defaulting party shall compensate the complying party for any of the foregoing expenses, liabilities, or losses (including but not limited to interest and attorney's fees or losses as a result of the breach, but excluding any indirect losses) and shall hold the complying party harmless from any harm.
11.1.3 Without limiting the generality of the foregoing provisions, if any statement, warranty, covenant or agreement in this Agreement or any document or other evidence delivered by any party pursuant to this Agreement is inaccurate in any respect or if any party breaches any such statement, warranty, covenant or agreement, such party shall indemnify, defend, and hold harmless the other party against all claims, losses, liabilities, damages, judgments, fines, settlement amounts, costs, or expenses (including interest, penalties, and fees, interest losses, fees and payments to attorneys, experts, personnel, and advisors incurred in connection with any litigation or proceedings between the indemnifying party and any indemnitee or between any indemnitee and any third party, or other expenses) arising from or related to the inaccurate statement, warranty, covenant or agreement, and shall coordinate and indemnify the other party against any harm.
11.2 Effectiveness and Term
This Agreement shall come into effect on the date of signature and shall have full binding force on all parties to this Agreement.
11.3 Termination
11.3.1 Notwithstanding any provision to the contrary in this Agreement or any other transaction document, this Agreement may be terminated prior to the Closing in the following circumstances:
(1) If the Closing has not occurred within ninety (90) days after the signing of this Agreement, each party may terminate this Agreement by written notice to the other parties; provided, however, that if the failure to close on or before such date is caused or contributed to by any party's failure to perform any of its obligations under this Agreement, such party shall not be entitled to terminate this Agreement pursuant to this Section 9.3.1.
(2) If from the date of signing of this Agreement until the Closing Date: (i) any occurrence of any event or circumstance resulted in a significant adverse effect or may have a significant adverse effect, (ii) any statement or warranty of the Target Company contained in this Agreement is untrue or inaccurate, such that the conditions set forth in Article 3 cannot be satisfied, (iii) any party fails to comply with any obligation or agreement contained in this Agreement, or (iv) the Target Company engages in an overall transfer of its interests to creditors or initiates or is subject to any legal proceedings that result in the declaration of the Target Company's bankruptcy or the liquidation, closure, restructuring, or reorganization of its debt under any law, then any party may terminate this Agreement by written notice to the other parties;
(3) This Agreement may be terminated with the unanimous written consent of all parties;
(4) If the Target Company or Party B materially breaches any provision of this Agreement or any other transaction document and fails to remedy such breach within thirty (30) days after receipt of a notice of default from Party A, Party A may terminate this Agreement and abandon the proposed transaction;
(5) If Party A materially breaches any provision of this Agreement or any other transaction document and fails to remedy such breach within thirty (30) days after receipt of a notice of default from the Target Company or Party B, the Target Company may terminate this Agreement and abandon the proposed transaction;
(6) If any government department issues an order, decree, or ruling, or has taken any other action that restricts, prevents, or prohibits the proposed transaction under this Agreement in other ways, and such order, decree, ruling, or other action is finalized and not subject to appeal, review, or appeal, then all parties may terminate this Agreement.
In the event of unilateral termination of this Agreement, the terminating party shall immediately send written notice to the other parties, and this Agreement shall terminate upon receipt of the notice by the other parties.
11.3.2 If this Agreement is terminated in accordance with the provisions of Section 9.3.1 above, this Agreement shall terminate and no longer have legal effect. However, the rights and obligations of the parties under this Agreement shall continue to be valid and binding after the termination of this Agreement. Any remedies arising from any breach of this Agreement prior to the termination of this Agreement or the dissolution and liquidation of the Company shall continue to be fully effective. Except for any liability arising from any breach of this Agreement by a party, no party shall be liable for any other obligations to any other party arising from the termination of this Agreement.
11.4 Notice
All notices, requirements, or other communications sent out, delivered or made under this Agreement shall be in written form and delivered or sent to the following addresses (or other addresses notified by the recipient in written form ten (10) days in advance) or email addresses of the relevant parties.
The addresses for such communications shall be:
If to Party A:
Quhuo Limited
3F, Building A, Xin’anmen, No. 1 South Bank
▇▇▇▇▇▇ South Street
Chaoyang District, Beijing 100020
The People’s Republic of China
Attention: ▇▇▇▇▇▇ ▇▇, Chairman and Chief Executive Officer
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇
With a copy (not constituting notice) to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation
▇▇▇▇ ▇▇▇▇, ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ Yintai Centre
▇▇. ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chaoyang District, Beijing 100022
The People’s Republic of China
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
If to Party B:
Longx Tech Limited
Email: ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Highland Vision Holding LTD
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇
Genan Tech Limited
Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
If to Target Company:
QUHUO INTERNATIONAL TRADE (HK) LIMITED
Email: ▇▇▇▇▇▇@▇▇▇▇▇-▇▇▇▇.▇▇▇
11.5 Applicable Laws
The formation, validity, interpretation, performance, modification, and termination of this Agreement, as well as the resolution of disputes, shall be governed by the laws of New York without regard to its conflicts of laws principles that would apply the laws of any other jurisdiction.
11.6 Dispute Resolution
With respect to any disputes, conflicts, or claims arising from or related to the performance, breach, termination or invalidity of this Agreement or any matters related thereto shall be submitted to the Beijing Arbitration Commission located in Beijing for arbitration. The arbitration r shall be final and binding on all parties to the dispute.
11.7 Entire Agreement
This Agreement constitutes the complete agreement between the parties with respect to the contemplated equity transfer and capital increase matters, and shall supersede any and all prior oral or written agreements, letters of intent, memoranda, or Agreements of the parties relating thereto, and shall take precedence over any subsequent agreements signed solely for the purpose of completing the equity transfer and capital increase related government approvals.
11.8 Successors and Assigns
Subject to the provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall ensure the interests of the successors and permitted assigns. In the event of such succession or assignment, the parties shall cause the successors and permitted assigns to execute an agreement recognized by all parties.
11.9 Separability
If any provision or provisions of this Agreement is adjudicated invalid, illegal, or unenforceable in any respect under any applicable law or regulation, such invalidity, illegality, or unenforceability shall not affect or impair the validity, legality, or enforceability of the remaining provisions of this Agreement. The parties shall mutually negotiate new provisions that are lawful, valid, acceptable, and consistent with the original intent of the parties in this Agreement to replace such invalid, illegal, or unenforceable provisions.
11.10 Further Assurance
Each party agrees to execute timely documents and take further actions as may be reasonably necessary or practicable to perform or enforce the provisions and purposes of this Agreement.
11.11 Waiver/Amendment
The failure or delay by either party to exercise any right, power, or remedy (individually, a “Right”) relating to this Agreement shall not constitute a waiver of such Right, and the exercise or partial exercise of any Right shall not preclude any further or additional exercise of such Right or the exercise of any other Right granted by this Agreement, which Rights are cumulative and not exclusive of any other rights (whether statutory or otherwise) that may be waived expressly or impliedly for any breach of this Agreement shall not constitute a waiver of any subsequent breach. Any amendment or modification to this Agreement (including any revision or amendment hereto) shall be invalid unless in writing and signed by authorized representatives of all parties and submitted to and approved by the relevant governmental authorities, if required.
11.12 Expenses
Quhuo Limited shall bear all expenses related to this investment, including but not limited to fees for external lawyers, accountants, and investment advisors, as well as any registration, filing, or approval fees required by any relevant government departments for the establishment, change, or other requirements of the Target Company.
11.13 Taxes
Unless otherwise agreed by the parties, each party shall bear the taxes and fees incurred in connection with the execution and performance of this Agreement and any other agreements, documents, or instruments under this Agreement in accordance with applicable laws.
11.14 Any amendment, change, or supplement to this Agreement shall be agreed upon by all parties in writing and shall be effective upon being formally signed by all parties. Any matters not covered in this Agreement shall be supplemented by the parties through a separate agreement.
This Agreement has been signed by all parties on the date first written above, hereby certified.
(No text follows below)
(This page has no text and is the signature page of the Equity Acquisition Agreement.)
Party A:
QUHUO LIMITED
| Director or Authorized Representative (Signature): | /s/ ▇▇▇▇▇▇ ▇▇ |
Party B:
Longx Tech Limited
| Director or Authorized Representative (Signature): | /s/ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ |
Highland Vision Holding LTD
| Director or Authorized Representative (Signature): | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ |
Genan Tech Limited
| Director or Authorized Representative (Signature): | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ |
Party C:
QUHUO INTERNATIONAL TRADE (HK) LIMITED
| Director or Authorized Representative (Signature): | /s/ ▇▇▇▇▇ ▇▇ |
Schedule A
| Name of Transferor | Number of Shares | Valuation of the Shares | Purchase Price to be paid by Party A |
| Longx Tech Limited | 949 | US$8,920,600 | convertible note in the principal amount of US$8,920,600 |
| Highland Vision Holding LTD | 1,025 | US$9,635,000 | convertible note in the principal amount of US$9,635,000 |
| Genan Tech Limited | 990 | US$9,306,000 | convertible note in the principal amount of US$9,306,000 |
Exhibit A
FORM OF SENIOR CONVERTIBLE PROMISSORY NOTE